SECTION 853-13

Shareholders may appoint one or more auditors under the conditions set forth in article 853-11 above. Simplified public limited companies which meet, at the end of the fiscal year, two of the following conditions must appoint at least one (1) auditor: 1) the balance sheet total is greater than one hundred twenty five million (125,000,000) CFA Francs; 2) the annual turnover is greater than two hundred fifty million (250,000,000) CFA Francs; 3) the number of permanent staff is greater than fifty (50) people. The company is not required to appoint an auditor if it has not met two (2) of the conditions set forth above for two (2) years immediately preceding the expiration of the mandate of the auditor. Simplified public limited companies which control, within the meaning of article 174 above, one or more companies, or that are controlled by one or more companies, are also required to appoint at least one auditor. Even if the conditions set forth in the foregoing paragraphs are not met, the appointment of an auditor may be demanded in court by one or more shareholders representing at least one-tenth of the capital. If upon a capital increase by offset of claims against the company, the latter does not have an auditor, the stated accounts prepared by the president shall be certified true by an auditor.